Saving Peter Parker
by Reborn Dark Phoenix
Summary: Captain Marvel had made the ultimate sacrifice, and Carol Danvers should've died...but she was sent back. When old buried feelings resurface, Carol searches for answers as she wonders...why did the Amazing Spider-Man become so...superior? *Set after Captain Marvel #14. AU* Spider-Man/Captain Marvel, Peter/Carol
1. Prologue

_**Today, April 30**__**th**__**, 2014, marks one of the greatest days of comic book history. Today is the day Peter Parker returns and the Amazing Spider-Man comes back once more. I don't know about you, but I'm definitely getting a copy of Amazing Spider-Man #1. I can honestly say that though I instantly refused to read the series, I got drawn in and I have to say it was really well written-pretty nice plotlines that accumulated to where it came today.**_

_**In regards to Captain Marvel #14, last year, I thought it sucked that Carol lost her memories AGAIN. But, I do like the direction they're taking her so far, having her try to find herself again, being that I missed it the first time 30+ years ago when I didn't even exist. They're appearing to make her a role model for little Kit and for Kamala (another awesome series thus far!), and I think it'll benefit her greatly.**_

_**But of course, in the universe of FanFiction were we are all gods creating our own universes where things go our OWN way…things go differently.**_

_**And for that, I welcome you, dear readers and writers of FanFiction, to a new story, one where someone actually figured out just what happened to Peter Parker. Someone who realizes just what this means to her and why it matters so much to her.**_

_**I present my own version of how Peter Parker would've come back to the world. Enjoy.**_

_***Takes place following Captain Marvel # 14, in the story arc "The Enemy Within," so consider this an AU***_

_****All characters are owned by Marvel. If they weren't and I had my way, this story would've been the exact way Peter returns****_

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**Reborn Dark Phoenix Proudly Presents**

**Saving Peter Parker**

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Prologue:

She had done it. It had cost her life's worth of memories, as the other Avengers saw, but she had done it.

Carol had stopped Yon-Rogg's attempt at turning New York City into a new Kree home world. But it had cost her dearly; she had to fly to purge Yon-Rogg from her psyche, resulting in her brain lesions to burst and finally give out. This was her ultimate sacrifice, to protect the ones she loved, cared for.

Captain Marvel killed Carol Danvers to save 8 million.

Her body floated in the atmosphere, slowly floating downwards back to Earth.

But Carol opened her eyes and saw a white bliss and a bright light… 'Is this heaven?' she wondered. She had known the risk of flying up was essential death.

'This has to be heaven. I flew, which would kill me as Carol Danvers like the doctor told me…so I AM dead…right?' she mused. She told herself she was, but she wasn't sure.

Then, a peace came over her. The soothing sense of tranquility calmed her thoughts, in a way that she had never experienced before. She felt…COMPLETE. It was an unknown, unnerving and yet calming feeling, of her time completed with purpose. It cloaked her with a warm embrace, inviting her to partake in its glorious offer of eternal peace. And at that moment, Carol was sure. This was heaven…or whatever afterlife this is… she smiled, but she couldn't open her lips to speak, and this confirmed her suspicions.

'It looks like my time's up…I fought the good fight, saved the world…never did impress Dad, but whatever…Cap and the Avengers would be proud, I hope…I was the best I could be. My work is complete, and I couldn't be happier.'

The feeling of peace continued to envelope her, and she embraced it willingly, relieved that she no longer had to live under the stress of the tumors and lesions, no longer had to worry about the safety of her neighbors, no longer had to wonder why a certain someone had been acting like an ass since January…

Speaking of…

She felt a hand grab her own.

The peaceful moment suddenly started to slip. Carol's half closed and dim eyes turned to the direction the hand came from. She thought she recognized the deep chocolate brown eyes…the goofy, nerdy grin…the brown ruffled head of hair…was it…? But how could it? It couldn't possibly be…?"

"Not so fast, Carol," a voice said, and suddenly, Carol was sure she recognized that voice.

"You got a whole life ahead of you, and I'm not letting you throw it away to end up like me. Though…I'm impressed you managed to get him out. Look at me-I'm still here while Otto is down there. But you kind of just gave me a bit of hope for myself." The nerdy grin was so damn familiar, but she hadn't seen it in months… "You're far from finished, Carol. You know that-you're a soldier, dammit, sheesh. You still got lots to do back there."

And suddenly, Carol felt confused, and an uneasy sense crept over her. She was not done, indeed. There was still a lot of work to do, people to save; she was NEEDED as a hero, as an Avenger.

"Go back, Carol. Live your life, find yourself; be Captain Marvel, the best you can be." The smile was so happy, yet also radiated a form of sadness. "You deserve it, more than anyone I know."

Hesitation…as if what needed to be said should be held, but…

"There are so many things I never told you, never took the chance to say to you…and now it's too late for me. But what I can say, right now, is thank you, Carol…yeah, I think that sums it up right."

The brown eyes began glistening as a single teardrop came down.

"Thanks for that night eating chili dogs, Carol."

The white light and peace disappeared, but not before Carol uttered a word in disbelief, escaping her lips as she plummeted down back to Earth, caught in the arms of the Thunder God just in time.

"…Peter?"

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_**XXXXX-A/N-XXXXX**_

_**So…*sniff* so beautiful…**_

_**Anyways, there you go, the beginnings of what I promise and hope to be one of my greatest stories yet :D I hope you guys enjoyed it, and I'd like to hear from you guys: would you like to see the Scarlet Spider, Agent Venom and even Spider-Man 2099 in this story? Also, who out there thinks Otto's girlfriend during his time as SSM (whose name slips my mind at the moment…Ana I think?) may become a new Spidey villain? I just get the feeling she will…could just be me…**_

_**Thanks for reading, and I do appreciate any and all constructive criticism.**_

_**First chapter coming soon, so until next time readers.**_


	2. Vision of The Hunt

_**Disclaimer: Do I even need to write it down?**_

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Chapter 1: Vision of the Hunt

_The rain was thick and heavy as the skies continued to pour its oceans upon Manhattan. The thunder was loud and monstrous, the lightning coursing through the clouds. It was nerve racking and terrifying, and yet also majestic, having an intimidating yet awe-inspiring air in it. It was also dangerously close by. 'That is to be expected,' he told himself. 'After all, I AM being chased and hunted down by the Norse God of Thunder.'_

_He jumped across a set of three buildings, and then swung a few blocks, doing anything he could to keep ahead of his pursuers. His Spider-themed suit was getting more and more drenched by the minute, the back sticking to him like a second skin. He decided that when this was all over, he'd design a new, waterproof suite-wait, he was never going to escape this, so why bother? It was a nice idea, and he had already come up with the plans in his head as he thought it, but oh well. And so, with a quickened step, he continued his journey of escape to anywhere but there._

_A few buildings behind, the hunting party chasing him were in hot pursuit of the costumed villain, and they were closing in. Each of them had fury, hatred and determination etched into their faces._

_Captain America led Hawkeye, Black Widow, Wasp, Spider Woman, Wolverine, Falcon and Shang Chi on a rooftop chase to take down the man who had eluded them for so long and make him pay for his actions. Above in the skies, Thor and Iron Man were also in hot pursuit, never taking their eyes off the target, never losing him for a moment in the chance they may never save their friend and teammate. In Thor's hand was a whirling Mjolnir, the source of the dangerously close lightning. A few dozen feet behind the airborne Avengers, a Quinjet flew in close pursuit, flown by Cannonball. On the launch bay stood Bruce Banner and Sunspot, and towards the back was a grim and tense Hyperion, with a very distraught and troubled Captain Marvel._

_The fear and anger induced tension between the members of the Avengers could be cut with a butcher's knife._

"_Iron Man. Thor." Cap's voice was firm and serious, but everyone felt the ever so slight hint of worry in his voice. It made Carol Danvers cringe. "What's the status?"_

"_It appears the imposter is heading to the city's Lower East Side, Captain." Thor's anger was given no effort to be hidden in his voice. As if to confirm it, a bolt of lightning flashed through the darkness with a monstrous boom of thunder._

"_Easy, Thor; we still got eyes on him, Cap," came the voice of Tony Stark. Even though he had just returned from his latest and final journey in deep space with the Guardians, he was putting in all efforts to help his teammates avenge this unforgivable wrong._

_Another flash of lightning and the silhouette of their prey was illuminated before them. He was scaling the side of the building to get to the roof, but he had frozen. The Spider-suit's eyesight sensors showed him the Avengers had caught up to him. Again._

"_NOW!"_

_Arrow, stings, shield, bio-stings and wing blades flew at the hunted man. But it was in vain, for his Spider Sense had served him well since he had taken this body and just as before, it guided him as he leaped, jumped and pounced out of the way of the various projectiles. He smiled, knowing that the intention was never to hit him to hurt him badly. They feared doing so and he was well aware of the fact, exploiting it while he ran._

"_DAMMIT!" Hawkeye's angered voice told Carol that they had failed…again. At that, she tried to get to the launch bay of the Quinjet, but Hyperion's powerful arms refused to let her pass._

"_Carol, no." It was not so much as a request, but a plea. Hyperion's eyes held a sadness of the heroine, and understanding; Captain Marvel knew he meant well, but she couldn't take it any longer, staying on the Quinjet doing nothing._

"_Danvers." Captain America's firm voice echoed through the comms. "Don't."_

"_Dammit, Steve!" Her voice held shrillness and frustration that had been bottled up all night, surprising even her as it was very contradictory to the soldier inside her. "I can't just stay here and do nothing after what that monster did and-"_

"_Carol, I'm sorry for what happened, and what this means to ya. But this is too close to ya, and too delicate. We need 'im alive, not beaten to death in rage." The logic in Logan's gruff voice didn't do much in appeasing the heroine, but it did get her to stop fidgeting against Hyperion._

"_There, again!" Stark yelled out with some revived hope. "On that building top!"_

"_I have this." The Thunder God's fury was absolute and unquestionable. Whirling Mjolnir in his hand, Thor cast a flurry of lightning bolts towards their prey. A war cry of "HAVE AT THEE, VILLAIN!" echoed throughout the city._

_On the streets down below, pedestrians started looking up in curiosity, wondering who or what the Avengers were facing off against this time. As they saw the lightning bolts cascade down upon a building's rooftop, a figure was seen jumping away to another building. The bystanders were able to immediately see the prey of the heroes in the flashes of lightning. They recognized the Spider emblem, the webbed-themed suit, the all too familiar eyes on the mask, and the grace of a web swing…_

_The Avengers were hunting Spider-Man._

_Or at least that was what they thought._

_Thor cursed loudly in ancient Asgardian in fury that Spider-Man had dodged his attack. In his rage, he didn't realize that he was swirling his hammer to fling it-it was pure instinct for him, after all. Making to throw the hammer into the man's skull, he was surprised as Iron Man quickly grabbed his arm._

"_Thor…"_

_That was enough. Thor knew he couldn't bear to hurt the man, but still dropped his hammer arm to show his teammates that he wouldn't do something stupid or irrational._

"_It's alright, Thor," Captain America said in a solemn voice. "Wolverine?"_

_Sniff, sniff. "Rain; give me a minute." Sniff, sniff. "That way," he growled as the claws came out in a heartbeat, flashing against the lightning that filled the skies, giving the metal claws a sinister and dangerous reflection of light._

"_Calm down, Logan," Wasp said. "We can't do anything that-"_

"_DON'T YOU THINK I KNOW?!" the mutant Avenger roared back. He paused, just as shocked as his teammates by his outburst, and he tried to recompose himself. No matter what he acted like, this hurt him, too. So damn much; too many friends had been taken from him-Jean, the X-Men, Cyclops…now him. He was taken too. "Sorry, just…I just can' believe this happened, and for so long we knew nothin' and now we can' do anythin'…" Without another word, Wolverine strove forward, leading the hunting party to Spider-Man's scent._

_The silence between the Avengers was screaming. Each knew of the quite possible risks to a physical confrontation; it would risk everything._

_That was why Hawkeye's arrows weren't fatally weaponized, Widow's guns and stingers were filled with tranquilizers, and Captain America restrained full force in throwing his shield. This was why Iron Man hadn't blasted him to kingdom come, and why Thor hadn't flung Mjolnir 100 times over. This was why Banner wasn't Hulking out, and why Sunspot and Cannonball were kept from joining in and using their abilities. This was why Hyperion had to restrain Captain Marvel from going out there and killing the man in the Spider-Man suit in anger._

_A few minutes passed by, and nothing happened._

_Spider-Man landed on top of a building a good distance away, suddenly realizing he was losing his breath and energy. If he could just make it back to Spider Island II, his base…He cursed himself, the Avengers, Kaine, Venom, Madame Webb and Dr. Strange; but most of all, he blamed Captain Marvel. He blamed them all-but her especially-for their realization of the truth; that the Amazing Spider-Man was no more. That he had been replaced by a Superior Spider-Man. Sure, his methods may come off as a bit unconventional, but he sought, pursued and enforced justice the original could have never tried to do or accomplish and attain, and he had safeguarded the city better since, and now he-_

"_OTTO OCTAVIUS!"_

_The name made him freeze. He sensed that Captain America and the Avengers had caught up to him once more, and with the way his Spider Sense was buzzing, he felt like this was the big showdown he had been trying his hardest to avoid. He turned around, confronting the hunting party and the airborne heroes; the name stung him viciously, causing him to flinch. All that the name served for now was to thrust the bitter truth into his face._

_That somehow, in a way he may never fully understand, the Avengers had discovered that Peter Parker, the true Amazing Spider-Man, had been stolen from them and from himself…that he was gone. They learned that in his place was a new, arrogant and self-proclaimed "Superior Spider-Man…" by the name of Otto Octavius._

"_We can do this the easy way or hard way," Black Widow said, anger rising in her voice._

"_Please take the hard way," Falcon snarled eagerly._

_In spite of this mess of heroes looking to hurt him, pain him and make him suffer, to make him pay for what he had done…Otto laughed. Carol's eyes widened in horror at the villain's cynical laughter. He actually found this whole thing…FUNNY?! The anger, fury and hatred that had been buried deep were returning to Carol's surface, and Hyperion saw this clearly._

"_Captain, I think you should end this as quickly as possible," the powerful being said, and edge of worry and slight fear in his voice. The message behind his voice was not lost on the super soldier._

"_Avengers. Take. Him. Down."_

_With a roar, Wolverine and Falcon charged, making to rush Otto; he simply allowed the buzzing Spider Sense to guide him, following it as he dodged them both by jumping up out of the way. Using his webs, he grabbed them both in his snares and with a pull he slammed them into each other. Spider Woman, Wasp and Shang Chi were next to attack, bioenergy blasts from the two women missing Otto by inches and he barely managed to dodge Chi's fists and punches; but again, Spider Sense proved the better, and as he dodged them all, he retaliated by firing web balls at them all. This succeeded in blinding Spider Woman enough for him to flip her onto the rooftop floor; hitting Wasp with his webbing, it forced her to grow to normal size to burst open the sticky ball now engulfing her, and gave Otto a target to throw Spider Woman at, slamming them both into a nearby wall. Shang Chi managed to avoid the balls of webbing, but not a snap kick to the jaw from the villain, and in an instant he was out cold. Captain America, Hawkeye and Black Widow took the last strike, but for all their expertise in hand-to-hand combat, martial arts and everything else SHIELD had taught them in fighting styles, they were no match for the superhuman agility of Spider-Man. Against one who had traded punches with the Hulk and lived, the three of them didn't stand a chance. His spider sense overcame them as Otto countered retaliated and webbed them onto the rooftop._

"_OCTOPUS!" Looking up, Otto was barely able to dodge the lightning bolts being hurled at him by Thor. To retaliate, Otto flung a semi-conscious Wolverine at the Asgardian, who instinctively grabbed his ally. However, this left Thor open for Otto to attack with a flurry of punches and kicks to the face that he didn't expect. Mjolnir fell to the rooftop with a sky shattering roar, unleashing more lightning in the heavens as the Thunder God landed to get his bearings back._

_With a snarl, Wolverine, fully conscious now, shredded the webbings off Cap, Hawkeye and Widow and the four of them tackled Spider-Man-as Iron Man tried to take aim at the evasive prey._

"_Everyone-get out of the way!"_

_That was all the warning Otto needed, and with a thwip, he ripped Cap's shield off his arm and flung it at Iron Man, hitting his metallic arm, causing the repulsor ray to fire madly at the Quinjet, barely missing it. With more webbing, Otto caught Falcon as he tried to sneak up on him from the air, and flung him into Captain America, Logan, Hawkeye and Widow, and all five were slammed backwards. Right into Wasp, Spider Woman and Shang Chi, who had just gotten back up._

_Only Thor, Iron Man and the heroes in the Quinjet remained; with Mjolnir back in Thor's hand, the skies rumbled even more, and the rain seemed to thicken and pour down even more._

"_I recommend you surrender, villain," came Thor's fierce order, "or by Odin, you shall know our fury." The Asgardian still carried a hatred for Otto Octavius after what happened during what Parker had jokingly referred to as the "Ends of the Earth" incident._

"_How, Thor? I know you aren't willing to hurt Parker's body," snapped Otto. "You heroes just won't admit it! I am a better Spider-Man than he ever was! I have done more for this city than him and you Avengers combined! The fall of Shadowland-that was me! The holding together of the city from a living electrical child when Thanos attacked-it was I! I am superior to Peter Parker in every way, and he deserved what he got!"_

_And with that, Carol finally snapped._

_She rushed to the launch bay of the Quinjet, and Hyperion tried to hold her back._

"_Carol, you can't-"_

"_LET ME GO, HYPERION!" Her voice, filled with the fury of the possessed, startled the all-powerful being just enough for her to head to the bay and jump out, shocking Banner and Sunspot._

_His Spider-Sense began blaring like crazy, and instinctively he looked up, shocked at what was heading towards him. Parker's memories about her started flooding back, allowing him to remember how sweet, determined and compassionate she could be. And how powerful and easily angered she could be._

"_Oh, shi-," was all the Superior Spider-Man could say before Captain Marvel slammed into him, denting the rooftop as she did. Not allowing Otto any time to recover, Carol began pummeling him, blinded by her rage._

"_You monster! You twisted horrible son of a b**** monster! You realize what you did?! Do you know what you've done?! How could you?!"_

"_Carol!" Cap cried out, but his voice fell on deaf ears. She was consumed by rage and anger, not realizing she was potentially sealing the fate of Peter Parker's doom._

"_Thor, Hulk, Hyperion!" Iron Man's voice rang out. "Someone! Hold her down! Now, before she kills him!" Thor ran to Carol as Hyperion and the Hulk jumped out of the Quinjet, the three hoping to subdue her before she could kill Octavius._

_Tears pouring down her eyes mixing with the heavy rain, Captain Marvel continued to pummel Octavius. Every ounce of restraint, control, calm and collect as a soldier left her in her thirst for revenge. "Where is he, you bastard?!" she yelled out as she began sobbing hysterically. "WHAT HAVE YOU DONE TO HIM?!" She felt strong hands tearing her away from her victim; Thor and Hyperion managed to separate her from him, while Hulk grabbed the Superior Spider-Man and thrust him onto the wall, hands squeezing and refusing to let the arachnid go. Overwhelmed with hurt and the pain of her sorrow, her tears sill flowing from her eyes, distinguishable even in the rain, she collapsed into Hyperion' arms sobbing away, no bit of her emotional restraints remaining._

_The other Avengers could only look on, feeling the pain in their teammate's heart. Not on her scale, but they felt the pain. Spider Woman walked over to them and placed her hand on her shoulder, at which Carol let herself surrender into the embrace of her best friend._

"_This changes nothing."_

_All eyes turned to the Superior Spider-Man._

"_I'm still staying; I have done much for this city…for the world as Spider-Man, and as an Avenger. I have made sacrifices that Parker would've never made. I-"_

"_Sacrifices?" Carol's voice was lined with shock, anger and ice. "Where were you when the Avengers faced the Phoenix Five? Did you face two of them to ensure the rest of us got out ok, with complete disregard to your own well-being? Where were you when Sin unleashed those hammers on the world and a possessed Thing tore through a hospital? Did you try to stop him? And where were you when a little girl was being hunted down by men in armor by a bridge? I was there, and Peter was there, but if I remember it right you asshole, you were not there. So don't tell me you sacrificed more than him. He is more man than you can ever hope to be…he is more Spider-Man than you could ever hope to be."_

_Was, Ms. Danvers," Otto replied with a sneer. "Was."_

"_AUURRRGHHH!" Carol tried to grab his neck, and it was all Hyperion and Spider Woman could do to hold her back, to prevent him her from trying to kill the villain again._

"_WHAT HAVE YOU DONE TO PETER, YOU MONSTER?!"_

_And then she collapsed onto the rooftop on her knees, and sunk her head into her best friends chest as Jessica instantly went to comfort her, once again crying her heart out as it finally hit her that the man she fell in love with and missed for so long without realizing was gone._

_Possibly forever._

"_Peter…*sniff*…Peter…"_

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Julia Carpenter, Madame Web, dismissed the vision now plaguing her for weeks. Bringing up the thread of Spider-Man in the Web, she saw that it was still…missing was not a good word; fuzzy, vague…almost non-existent? No…Spider-Man's thread was still there, yes; however, Peter Parker…the thread…

And apparently, Doctor Octopus was somehow responsible…?

"Peter…what's happened to you?"

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_**XXXXX-A/N-XXXXX**_

_**Well, I think that certainly has left a mark on you all ;D I tell you, I am having fun writing this story. If anyone is curious, the very final battle won't be exactly like the Superior Spider-Man chapter in "Carol Danvers vs. The Sinister Foes of Spider-Man," but I am definitely getting inspiration from it. Also, since this is post "The Enemy Within," events that happened in continuity will be making appearances (Infinity, for example), but will be altered for…well, here Carol has her memories so yeah…**_

_**Anyways, thanks for reading :D Your support is appreciated.**_

_**And for all those keeping an eye out for "Love & War updates," I want you all to know that I have not abandoned it; writing the Home Front chapters is just harder than I thought, and the fact that I have 15 other stories I'm currently working on, plus all these ideas that just keep popping up, and the fact that I'm reaching finals week here…yeah…But I assure you that I'm still working on it, so no need to worry, as Dawn from Pokemon would say ;D speaking of Dawn, I'm working on a story about her, so if there are any Pokemon fans out there, keep an eye out for that. Premise of said story are on my "Stories to Come" bit of my profile.**_

_**Ok, anyways, that's it for me. Next chapter coming soon, so until next time readers.**_


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